NON-DISCLOSURE AND RESTRICTED USE AGREEMENT
Jenaer Straße 1, 84034 Landshut, Germany
- all hereinafter referred to as "Party" or "Parties" -
Effective Date: Day January 2011 Expiration Date: Day January 2016
Survival Period: 5 years
The parties will exchange among each other confidential information
Purpose: Design and Manufacturing on LFoundry processes
NOW THEREFORE, the Parties agree as follows:
1. Definitions. "Confidential Information" shall mean any information and data, whether owned by a Party,
its Subsidiaries or a third party obtained through a confidential arrangement, including but not limited to any
kind of business, commercial or technical information and data disclosed between the Parties, such disclosure
made by either a Party or a Party's Subsidiary ("Discloser") to the other Party ("Recipient"), in connection with
the Purpose of this Agreement, irrespective of the medium in which such information or data is embedded.
Confidential Information shall include any copies or abstracts made thereof as well as any modules, samples,
prototypes or parts thereof. "Subsidiary" shall mean any company in which a Party, directly or indirectly,
through one or more intermediaries, owns more than fifty percent (50%) of such company’s capital or
equivalent voting rights. Tangible items which cannot reasonably be marked in accordance with the above, but
under reasonable judgment should be considered as confidential, shall be treated as confidential information
2. Manner of disclosure. Any Confidential Information disclosed in tangible form, shall be marked as
"Confidential" or with a similar legend by the Discloser prior to disclosure. Any Confidential Information dis-
closed orally or visually, shall be identified as such prior to disclosure and summarized in writing by the Dis-
closer to Recipient within thirty (30) days of the disclosure. In case of disagreement regarding said summary,
the Recipient shall make any objections in writing within thirty (30) days of receipt of the written summary.
3. Restrictions. All Confidential Information delivered pursuant to this Agreement shall
(a) be used by the Recipient only for the sole Purpose of this Agreement, unless otherwise expressly agreed
to in writing by the Discloser; and
(b) not be distributed, disclosed, or disseminated in any way or form by the Recipient to anyone except its own
or its Subsidiaries' employees, who have a reasonable need to know such Confidential Information and who
are bound to confidentiality by their employment agreements or otherwise not less stringent than under the
obligations of this Agreement; and
(c) be treated by the Recipient with the same degree of care to avoid unauthorized disclosure to any third
party as with respect to the Recipient's own confidential information of like importance but with no less than
4. Exceptions. The obligations as per Section 3 shall not apply to any information which the Recipient can
(a) is at the time of disclosure already in the public domain or becomes available to the public through no
breach by the Recipient of this Agreement, except that Confidential Information shall not be deemed to be in
the public domain merely because any part of the Confidential Information is embodied in general disclosures
or because individual features, components or combinations thereof are now or become known to the public;
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(b) is received by the Recipient from a third party free to lawfully disclose such information to Recipient;
(c) was in the Recipient's lawful possession prior to receipt from the Discloser as evidenced by written
(d) is independently developed by the Recipient without the benefit of any of the Confidential Information as
evidenced by written documentation;
(e) is approved for release by written agreement of the Discloser;
(f) is required to be disclosed to comply with legal mandatory regulations, a judicial or official order or decree,
provided that written advance notice of such judicial action was timely given to the Discloser.
5. Refusal. Either Party shall have the right to refuse to accept any information under this Agreement prior to
any disclosure and nothing herein shall obligate either Party to disclose any particular information.
6. No license. It is understood that no license or right of use under any patent or patentable right, copyright,
trademark or other proprietary right is granted or conveyed by this Agreement. The disclosure of Confidential
Information and materials shall not result in any obligation to grant the Recipient any rights therein.
7. No remuneration, warranty or liability. The Parties are not entitled to any remuneration for disclosure of
any information under this Agreement. No warranties of any kind are given and no liability of any kind shall be
assumed with respect to such information or any use thereof, nor shall the Discloser indemnify the Recipient
against or be liable for any third party claims with respect to such information or any use thereof. The parties
shall have no obligation to enter into any further agreement with each other regarding the Purpose.
8. Termination. This Agreement has an Effective Date and an Expiration Date as specified above. Prior to
the Expiration Date, this Agreement may be terminated with respect to further disclosures upon thirty (30)
days prior notice in writing. The obligations accruing prior to termination as set forth herein, shall, however,
survive termination or expiration of this Agreement for the term of the Survival Period as specified above.
9. Ownership, Return. All Confidential Information exchanged between the Parties pursuant to this
Agreement, shall remain the property of the Discloser, and along with all copies thereof, shall upon respective
request of the Discloser either be returned to the Discloser or be destroyed by the Recipient after termination
of this Agreement. Such request shall be notified in writing by the Discloser to the Recipient within ninety (90)
days after termination of this Agreement. In case of destruction, the Recipient shall confirm in writing such
destruction to the Discloser.
10. Export Control. Each Party agrees to take all steps necessary to comply with any sanction programs,
export control laws and regulations applicable to the use and distribution of the confidential information
11. No assignment. This Agreement may not be assigned by either Party without the prior written consent
of the other Party.
12. Written form. The provisions of this Agreement may not be modified, amended, nor waived, except by a
written instrument duly executed by the Parties hereto. The requirement of written form itself can only be
waived by mutual written agreement.
13. Dispute resolution. All disputes arising out of or in connection with the present Agreement, including
any question regarding its existence, validity or termination, shall be finally settled in accordance with the arbi-
tration rules of the German Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts of law.
14. Governing law. This Agreement shall be subject to the substantive law in force in Germany without
reference to its conflicts of law provisions.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized
representatives on the dates specified below.
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Company Name LFoundry GmbH
Date: Day January 2011 Date: ...............…………………………..
Signature: .................................................. Name: ………………………………………
Name: Name of authorized signatory *
Title: Title of authorized signatory * Title: ………………………………………
* Authorized legal representative of the company, university or organization bound by this
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